In a Sky Full of Song
by runicmagitek
Summary: Of all the challenges Max was prepared to face with the new semester, she never thought her crush-turned-roommate falling asleep in her lap would be one of them. Max/Kate


_for vivaforever597 for the Press Start Exchange on_ AO3

* * *

Subdued electric guitar riffs flowed from a laptop, dimmed fairy lights glimmered along the walls, and a blank sketchbook page stared at Max. She tapped a charcoal pencil against the paper and groaned. Maybe life drawing wasn't the most ideal studio elective for spring semester; sketching her own hand a hundred times a day was as appealing as watching paint dry.

 _ _A week in and I__ _'_ _ _m already going to flunk this class,__ she mused, eyes drifting to the window. Snow quietly danced through the air. Whatever sunlight existed was lost to the thick storm clouds, plummeting the campus into a blue haze. Max sighed and perched her chin on a fist—oh, why couldn't it be photography instead of drawing? Perfect moments occurred for mere seconds before shifting to something else. Capturing those elusive flashes was what it meant to be a photographer—how the hell was anyone to do that with a pencil and paper?

The door swung open. An exasperated sigh gushed in. Max perked up and peered at the origin of the commotion, only to discover Kate collapsing face first into her lap.

With the spring semester came a plethora of class along with the opportunity to switch assigned rooms. Kate brought up the idea—to share dorm rooms together.

" _ _We already visit each other every day,__ " Kate had said. " _ _That and the double rooms are way cheaper when you factor in costs.__ "

" _ _More money to spend on snacks and late night meals?__ " Max had teased back.

" _ _I mean, I was thinking of art supplies, silly, but yeah. Something like that.__ "

How was Max to say no to an offer like that? To be that much closer to Kate… it was a daydream fully realized. So what if it meant limited space and privacy? Such a sacrifice was worthy of being at each other's fingertips, literally and figuratively. It helped to have the same taste in music, books, and art—made decorating __way__ less of a headache—but so long as Kate was happy, then so was Max.

Even the grumbling mess in her lap brought a smile to Max's face.

"Hey," she said, putting her sketchbook aside on her bed, "what's up?"

"I hate painting," Kate muttered, albeit a touch muffled.

Max bit back a snicker. "Oh, it can't be that bad."

"Ugh, but __it is__." Kate rolled onto her back and stared at the ceiling. "So the syllabus? Totally says it's okay to buy acrylic paints to use for the semester. And then today, Mr. Fischer is all like, 'Make sure to have the appropriate oil paints purchased before the end of the week.'" Kate scoffed. "Oil paints? __Oil paints__?! I even tried to point out what was written in the syllabus and he brushed it off, because the syllabus is a million years old and he forgot to update it. Do you even __know__ how much oil paints are? Like a billion times more than acrylics."

"Like, __literally__?"

Kate blinked and quirked her lips. "Okay, maybe not __that__ much, but they're certainly not cheap. Not to mention all the other bits you need to get. You can't just slap on oil paints like whatever. And you need to clean brushes a certain way and all of it smells __gross__. So yeah. I'm more or less screwed with this class. If I can get through the semester not asking my parents for money and also not starving, that would be awesome."

"Hey, it can't be that bad. Besides, learning something new is why we're here, right?"

Kate crossed her arms. "No, you're right... but still, I wish it didn't cost so much."

"We should go off campus and see if the local art supplies stores have anything on sale."

The fog lifted from Kate's eyes. "Really?"

"Yeah! We can make a day of it, if you want. You keep talking about that tea shop with all the yummy pastries, too."

"Oh, that place is the best."

"See? We'll kill two birds with one stone—art supplies and teatime. Can't beat that."

Kate's brief smile faded. "Even if I get the proper paints and stuff, I don't know if I'm still cut out for the class."

"Why not?"

"I don't know. Everyone in there actually __wants__ to be a painter and I'm just doing for fun, I guess. More like to fulfill that non-concentration studio elective requirement, but whatever. It could be fun, or at least I told myself that. Mixing colors is so hard. Everyone else's stuff actually looks like something and mine's like Van Gogh and Pollock had a love child."

"Hey, there is nothing wrong with Van Gogh or Pollock."

"Pollock was kind of a tool."

"Well, I meant artistically speaking."

"Yeah... but it's still frustrating."

"Learning new things can be scary, but we all start somewhere. Even with our photography—we weren't as good as we are now when we started."

"Oh, photography," Kate sighed out. "I wish I could take a bunch of pictures for painting and call it a day."

"Tell me about it. Life drawing is going to be the death of me. Everything I've sketched so far looks nothing like what it should be."

"That reminds me of the drawing I did in high school for art. We did still life studied, but it was kind of relaxing."

"I wish it was. Using charcoal stresses me out."

"Why's that?"

"Like, it smudges everywhere if you look at it funny and my lines are either too light or too dark and not like I can erase it completely either way. Not cool at all."

"But charcoal makes for the prettiest gesture drawings."

Max's eyes wandered to her blank sketchbook. "I guess. I'm just not used to it."

"Well, if I have to wrestle with oil paints, so do you with charcoals. How else are we going to learn, right?"

Looking down, Max snorted at Kate's beyond serious expression. Unable to maintain the illusion, Kate burst out into giggles and Max followed suit.

"Guess we can help each other out," Max offered.

"Sounds like a plan. I can help you with charcoals and you can... um, have you even worked with paints before?"

"I mean, I took a silkscreen class back at my old school. Our art department was pretty decent, so I guess that counts for something."

"You probably have a better clue about making analogous colors than I do."

"I can certainly try."

With a gentle sigh, Kate closed her eyes. "Thanks, Max. You're the best."

"Hey, that's what friends are for, right?"

"Mmhmm." Kate lifted her hand to cover a long, yet quiet yawn.

"What's wrong?" Max giggled. "All this talk of classes tire you out?"

"Something like that." She snuggled further into Max's lap. "I didn't really sleep well last night. Up too late cramming last minute homework. But I got no more classes for the rest of the day, so... yeah..."

"Another day in the bag. Or something like that."

Kate hummed.

"Hey, do you want to hit the dining hall? I hear there are meatball subs tonight! Can't beat something hot after weather like this."

Nothing.

Max blinked and smiled softly. __Poor Kate... she got herself all worked up and then fell asleep on me. Like, literally. But that__ _'_ _ _s okay. I don't have anywhere to go. Just uh... me and my sketchbook. Yup.__

Pawing for her supplies, Max positioned them beside her, trying her best not to stir Kate awake. The tip of her charcoal hovered above the page. Max chewed her lip. Why did drawing have to be tedious?

 _ _I guess it__ _'_ _ _s only as complicated as I make it out to be.__ Max sighed. __Filling a page a day feels like so much, especially when I don__ _'_ _ _t have a model or whatever.__

Her eyes drifted to her occupied lap. How had she never noticed how adorable Kate was when she was sleeping before? Long, soft breaths flowed through her. A hint of blush marked her cheeks and nose. Wisps of hair framed her fair face. Those precious, ajar lips... Max could stare at Kate all day like that. Such an angelic sight was worthy of a few snapshots. Her camera, unfortunately, was out of reach.

And her sketchbook lied beside her, waiting for her inspiration to flow.

Charcoal skimmed the surface. Sweeping lines formed a face. She focused on the subtle curves within Kate's cheeks and jaws. Sketches crowded the page until Max flipped for a fresh one. Again she captured Kate in grand, gestural strokes before focusing on the details: how her delicate eyelashes fell, how her cute nose poked out, how her lips curled ever so slightly.

If only she could kiss those sweet lips.

Max chuckled and shook her head. __She__ _'_ _ _s sleeping, dummy. Even if she was cool with it, I shouldn't be rude. Besides, I have drawing to do.__

The pages filled and the streetlights flickered to life outside. Her laptop monitor faded to black, yet the music looped to her delight. All the while, Kate slept and Max sketched.

By the fifth page, Max stilled her hand as Kate stirred. She cooed and rolled to her side with her back to Max. It never failed to bring a smile to Max's face.

She hovered her free hand closer. Fingertips ghosted Kate's face. Max tucked loose hair behind her ear and lingered there. So warm... Max longed to lose herself in that tender heat.

Again Kate stirred. Max gasped and darted her hand away.

With a grumble, Kate rubbed her eyes open. "Hey."

"Hey, sleepyhead," Max teased.

"I fell asleep on you, didn't I?"

"Maybe."

"Bleh... I'm sorry about that."

"It's okay. Not like I needed to use the bathroom or anything."

Stretching and yawn, Kate propped herself up on her elbows. "What time is it?"

"I don't know, but it's been a while. Maybe it's five something?"

"Holy crap, it's seven-thirty!"

 _ _Yikes. Time flies.__ "Seriously?"

Kate lifted her phone to Max. "Yeah, super seriously."

Max groaned and slumped. "The dining hall closed like, half an hour ago, too." As if on cue, her stomach grumbled to remind her as much.

"Guess that's what I get for passing out," Kate whimpered.

Max's face brightened. "Hey, I know! There's that new grill that opened up like a block or two outside of campus. They're open until ten, I think."

"But that involves like, walking."

"We'd have to walk to the dining hall, too."

"Yeah, but it's still snowing."

Kate scooted off the bed to shuffle to the window. Fluffy snowflakes floated through the night. Max held her breath, entranced by the fairy light glowing over Kate's features.

"How about you take it easy here," Max said, careful not to trip over her words, "and I go grab us some food? It can be my treat."

"Really?"

"Of course."

A smile surfaced onto Kate's lips. "That's really sweet of you, Max. I'd love that."

"Perfect!" Max jumped to her feet and clapped her hands. "Let me know what you want and I'll make a call for pick up. Hopefully I can time it so it's all good to go when I grab it."

Kate perused the online menu from her phone while Max bundled up in her winter jacket, boots, scarf, and mittens. Once they settled on their desired meals, Max slipped out of their room and placed an order for pick up.

Several doors propped open in the hallway, music and gossip alike spilling out. Max popped her earbuds in and drowned out the world with her acoustic tunes—the perfect soundtrack for a stroll through the snow. She hummed along as she trod through snowy sidewalks. Snowflakes tickled her nose and caught in her hair.

And Max Caulfield couldn't stop thinking about a certain roommate of hers.

She always valued Kate's friendship, but what started as a mutual bond melted into an admiration Max failed to convey in words alone. Kate was the calm satisfaction of a perfect photograph, the ethereal hues found only at dusk and dawn, and the chiaroscuro qualities hidden in everyday life. With every smile she shared with Kate was the desire to capture it all behind a lens; maybe she couldn't keep Kate happy every waking moment, but she could immortalize those snapshots.

 _ _Here I am worried about life drawing and I__ _'_ _ _m getting distracted by Kate,__ Max thought. __She__ _'_ _ _s always been an amazing friend... and she's a sweetheart... and she's gorgeous... and I could keep coming up with reasons until I get to the grill. I shouldn't distract her with my feelings, though; she's got enough on her plate. I'd hate if she actually flunked painting because she was too busy falling asleep in my lap.__

A dreamy sigh flowed through Max as she smiled. She would have been lying to herself if she didn't admit enjoying that spontaneous nap of Kate's. It was like a fluffy kitty claiming her lap, only better. Part of Max longed to nestle into Kate and sleep beside her. Maybe she wouldn't mind—-maybe she wanted Max to.

Blush burned Max's face and she blamed it on the frigid breeze. Perhaps it was enough to fool others, but Max could never fool her heart—how could she ever deny what she truly felt for Kate?

 _ _Maybe when the semester is over,__ Max mused while entering the establishment and plucking out her earbuds, __we can figure things out. Don__ _'_ _ _t want school to complicate stuff. That is... if I can even survive not saying anything until the end.__ Max buried her red face in her fuzzy mittens. __Oh man, get a hold of yourself, Max. Stop swooning over a pretty girl and shove your nose in a book... or sketchbook. Same thing. Let your cute friend nap in your lap and just... um... try not to die from internal pterodactyl sounds or something.__

"Pick up order for Caulfield!"

The hostess snapped Max out of her reverie. She paid for her food in exchange for the large, paper bag. After double checking the contents, she scanned the interior of the restaurant. __Wow, everything__ _'_ _ _s all rustic and pseudo-hipster. Kate would love it here. Maybe I should take her one day.__ Amidst her thoughts, she managed to thank the hostess before heading out, all with a content smile.

Wistful daydreams of her muse occupied Max throughout her trek back to campus. She ignored her peers building snowmen and chucking snowballs back and forth in favor of a swift return. Up a flight of stairs and down the hallway, Max pawed at the doorknob and nudged it open.

"Hey, I'm back!" She wiped her boots clean on their welcome mat. "I got our—"

Max nearly dropped the bag. Kate sat at the edge of her own bed, clad in far less than before. Wavy, brown hair had unraveled from her bun to cascade past her shoulders. Thick, knee-high socks clung to her legs instead of her leggings and skirt. Her grey, wool sweater draped over a chair, leaving Kate in her usual, albeit unbuttoned blouse. A powder blue bralette and matching panties peeked out from beneath the blouse. All the while, Kate blended paints together on a plastic palette before applying them to a canvas.

She perked up at the door closing and flashed a smile. "Hey, Max! How was the walk to the grill? I heard it's a pretty cool place."

"Um... yeah. Real cool. You'd love it."

"I'll have to check it out in person sometime."

"Yeah, totally." __Not gawking at you half naked. Nope. Not me. I promise.__ Max peeled off her winter gear before she rummaged through the bag. "One grilled chicken wrap with sweet potato fries for you—" She passed the items off to Kate. "—and one big ol' bacon cheeseburger with onion rings for me."

"Oh my goodness, Max! It's huge!"

"Legit, though. I don't know how I'm going to fit it in my mouth." Max wiggled her eyebrows. "Want a bite of my huge slab of meat?"

Kate cracked up and playfully smacked Max's arm. "Not when you say it like that!" She placed her canvas and paints to the side and patted the empty space on her bed. "Come on, let's eat."

They munched away on their respective meals while occasionally chatting about their days sans painting and life drawing. Nothing out of the ordinary—just another night spent with Kate. Except... with less clothing. __Maybe she__ _'_ _ _s trying to get comfortable after a long day,__ Max reasoned with herself. __And not like we don__ _'_ _ _t change in the same room together. Still... wow, she's super pretty.__

"So," Max said after finishing her burger, licking her fingers clean, "is that part of your painting homework?"

Kate followed the gesture of Max's chin. "Oh, that?" She rolled her eyes slightly. "Yeah, sort of. We're supposed to do this color theory chart thing. We all got assigned six different colors and we have to show those colors in various tints and shades."

Max leaned in to better inspect the partially completed canvas. "Looks good to me!"

"You think so? I can barely tell. I know Mr. Fischer wanted oils, but I figured I should still get a head start so I have half a clue before I attempt with oils, which, by the way, I apologize in advance for the room reeking for days."

"Hey, don't sweat it! The charcoal isn't appealing either, so I guess we can invest in some scented oils to clear out the room."

"Or that'll make a new scent entirely."

They giggled together and shared onion rings and sweet potato fries.

"I see your homework is going along well, too?"

Max raised an eyebrow. "What do you mean?"

Kate pointed to the bed opposite hers. "Your sketchbook."

Max almost choked. Lying in the middle was her open sketchbook, revealing intricate drawings of Kate amidst her nap.

 _ _Oh fuck. Oh fuck oh fuck oh fuck oh fuck__ _—_

"They look good."

Swallowing hard, Max stared at her feet. "Really?" she squeaked out.

"Yeah. Your gesture pieces are really nice. Not too light, not too thick. I think you got a better handle on charcoal than you give yourself credit for."

"T-Thanks."

"Not to mention you must've been inspired by whoever you were drawing."

Her heart plummeted to her stomach and dared to explode. "I, uh... it's... um—"

"Max?"

With a sharp inhale, she blurted out her thoughts in a single breath. "I'm sorry I was drawing you while you were sleeping; you were so cute and I couldn't stop looking at you and I wanted to take a picture of you and __oh god__ , that sounds __way__ worse than it actually is, but I promise I wasn't trying to be weird about."

Maybe it was all a dream and she would wake up any moment. Either that or die from the immense embarrassment punching her gut. She never expected those elusive giggles to sober her up.

"Oh my goodness, you're cute when you're flustered."

Holding her breath, Max peeked up; Kate hid a grin behind her hand as giggles poured out.

"Wait, __what__?"

"Aww, your cheeks are all pink, too!"

Max's eyes widened. "You... you're not mad at me?"

Dropping her hand to her lap, Kate cocked her smiling face. "Oh, Max, how could I ever be mad at you? If anything, I'm happy."

"R-Really?"

" _ _Really__ really."

Max blinked as her thoughts caught up to speed. "You think I'm cute?"

"I mean," Kate said, chewing her lip and tucking hair behind an ear, "yeah? I have for a while."

 _ _Yup, definitely a dream. Going to be waking up any second now. None of this is real.__

"Max?"

"Um, yeah?"

"Is... is that okay?"

She attempted to maintain eye contact, but even Max was no saint. "Why wouldn't it be?"

"I just... wouldn't want to upset you or—"

"Oh my god, Kate, have we literally been pining over each other since fall semester and are __just now__ connecting the dots?"

Kate giggled, her radiant eyes cast elsewhere. "Maybe?"

Max smacked her own forehead. "Wow. Just __wow__."

"Are you alright?"

"Oh yeah." She flashed a grin. "Just wish I had known sooner... or I don't know, said something to __you__ sooner. I guess I didn't want to distract you from school or whatever."

"Max, why else would I have suggested being roommates together?" She rested her hand over Max's. "I wanted to be closer to you."

"Is that why... um... you're um..." She gestured to Kate's attire.

"Hmmm? Oh!" Blush splashed across her face. "Honestly, I was trying to be comfy, but um... maybe? Sure? I guess I'm too shy for the whole seductress gig. I just... words are hard."

"Such word. Much hard."

They giggled and interlaced their fingers together.

"Well then," Max drew out, "I guess this is a thing now—the two of us thinking the other is cute and all."

"And that's okay, right?"

"I mean, you're more than welcome to faceplant into my lap or lounge in an unbuttoned shirt around me any day." Max paused. "Okay, that first one sounded dirtier than it needed to be, but the point being is that I'm happy to have you around in any way, shape, or form." She squeezed Kate's hand. "Just so long as I get to be beside you."

While reluctant at first, Kate scooted closer and rested her head on Max's shoulder. "I really like you, Max."

Her heart flipped and twirled with joy. "I really like you, too, Kate," she replied, nuzzling her cheek against her. "We'll figure this out, words be damned, but I'm right here. I got your back and all that."

"Thank you," Kate murmured.

"Hey, not a problem."

Kate shifted and lifted her head. Their noses bumped.

"Your eyes are really pretty," Kate whispered.

Max eased her forehead into Kate's. "Yours are, too."

After what felt like forever, Kate brought her lips to the corner of Max's mouth for a tender kiss. Max froze, a pleasant chill teasing her all the way down to her toes.

"Is that okay?" Kate asked.

"Y-Yeah," Max cooed. "Definitely."

"You also had some ketchup there, so I figured... yeah."

Max burst out into laughter and Kate followed suit.

"Oh, I see how it is," Max teased, "just using me to get some ketchup."

"It was yummy, at least!"

"And I bet you taste like mayo and sweet potatoes!"

"I don't have it all over my face, though, do I?!"

"I don't know." Max wiggled her eyebrows. "Let's find out."

Their lips met. A tiny squeak vibrated off of Kate's tongue. What once chilled Max now flooded her with blissful warmth. She nibbled at Kate, who reciprocated in kind. Such gentle, yet passionate movements... Max longed to drown herself in those decadent lips.

They unlatched their hands to cling to one another. Kate threaded fingers through Max's hair and held her close. Max dared to skim fingertips past Kate's shirt to explore the soft curves of her waist. Their bodies melded into one, soft bundle. The fire within each kiss scorched into something brighter, leaving them both quietly moaning for one another.

Max embraced Kate when she slipped back into Max's lap. She teased Kate's lips with her tongue until those plush lips parted. Something more urgent boiled within them, sending their hearts into a frenzy and lungs begging for air.

Amidst their tangled exchange, Kate broke the kiss and caught her breath. Max gazed upon her, in awe of the dim lighting catching in Kate's messy hair.

"I'm sorry," Kate murmured. "I think I got a little ahead of myself. I don't want to stop, but I don't... you know."

"Hey, it's alright." Max kissed the tip of her nose. "Never apologize for that. I just want you to be happy."

"I am." She hugged Max tight and whispered into her ear, "I'm so happy right now."

Max squeezed her while caressing her back. "Then that's all that matters. One step at a time, yeah?"

"Yeah." Tender lips found a home along Max's cheek. "Thank you, Max."

She nuzzled back into Kate's face and smiled. "Thank __you__ , Kate."

They cuddled beneath thick blankets to pepper one another with adoring kisses. They laughed over the events leading up to that wintry night. They forgot their homework assignments, only able to memorize the shape and hues of one another.

And they never let go, even when sleep whisked them elsewhere and sunrise coaxed them awake.


End file.
